CONSECO INC
8-K, 2000-09-27
ACCIDENT & HEALTH INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549




                                    FORM 8-K




                                 CURRENT REPORT




                       PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                      DATE OF REPORT - September 22, 2000
                       (Date of Earliest Event Reported)



                                 CONSECO, INC.
          -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                           Commission File No. 1-9250

            Indiana                                           35-1468632
---------------------------------                  -----------------------------
(State of Incorporation)                                  (I.R.S. Employer
                                                         Identification No.)



11825 N. Pennsylvania Street, Carmel, IN                        46032
----------------------------------------           -----------------------------
      (Address of principal                                    Zip Code
      executive offices)

      Registrant's telephone number, including area code:  (317) 817-6100


================================================================================


39257.0001
<PAGE>

 Item 5.  Other Events.

     Restoration Plan
     ----------------

     Conseco, Inc. ("Conseco") and its lender banks have signed amendments that
     will restructure the company's credit facilities as part of Conseco's
     "Restoration Plan". The agreement with the banks covers $2.8 billion of
     debt held by a 25-bank consortium led by Bank of America and Chase
     Manhattan Bank. The primary terms of such amendments are outlined in the
     press release attached as an exhibit hereto. Conseco is also filing
     herewith the slides from a presentation made to analysts and others.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

          (c)  Exhibits.

               4.1  First Amendment to the Five-Year Credit Agreement dated as
                    of September 22, 2000.

               4.2  Second Amendment to the 364-Day Credit Agreement and
                    Amendment and Restatement of the $50,000,000 Extendible
                    Commercial Notes dated as of September 22, 2000.

               4.3  Second Amendment to the $155 Million Credit Agreement dated
                    as of September 22, 2000.

               4.4  Agreement dated as of September 22, 2000 relating to the
                    1997 Director and Officer Loan Credit Agreement.

               4.5  Agreement dated as of September 22, 2000 relating to the
                    1998 Director and Officer Loan Credit Agreement.

               4.6  Agreement dated as of September 22, 2000 relating to the
                    1999 Director and Officer Loan Credit Agreement.

               4.7  Guaranty and Subordination Agreement dated as of September
                    22, 2000 under the Senior Secured Revolving Credit Agreement
                    dated as of May 30, 2000.

               4.8  Guaranty and Subordination Agreement dated as of September
                    22, 2000 under the Credit Agreement dated as of May 30,
                    2000.

               4.9 Guaranty and Subordination Agreement dated as of September
                    22, 2000 under the Amended and Restated Credit Agreement
                    dated as of August 26, 1997.

               4.10 Guaranty and Subordination Agreement dated as of September
                    22, 2000 under the 364-Day Credit Agreement dated as of
                    September 25, 1998.

               4.11 Guaranty and Subordination Agreement dated as of September
                    22, 2000 under the Five-Year Credit Agreement dated as of
                    September 25, 1998.

               4.12 Guaranty and Subordination Agreement dated as of September
                    22, 2000 under the Credit Agreement dated as of August 28,
                    1998.

               99.1 Press Release of Conseco, Inc. issued on September 22,
                    2000.

               99.2 Analyst Presentation dated September 25, 2000.


                                       2
<PAGE>

                                   SIGNATURES
                                   ----------

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                              CONSECO, INC.



                              By: /s/ James S. Adams
                                 ---------------------------------------
                                  Name:   James S. Adams
                                          -----------------------------
                                  Title:  Senior Vice-President, Chief
                                          Accounting Officer and Treasurer
                                          --------------------------------





Dated:  September 27, 2000

                                       3
<PAGE>

                                 EXHIBIT INDEX



Exhibit No.                         Description
-----------    -------------------------------------------------

         4.1      First Amendment to the Five-Year Credit Agreement dated as of
                  September 22, 2000.

         4.2      Second Amendment to the 364-Day Credit Agreement and Amendment
                  and Restatement of the $50,000,000 Extendible Commercial Notes
                  dated as of September 22, 2000.

         4.3      Second Amendment to the $155 Million Credit Agreement dated as
                  of September 22, 2000.

         4.4      Agreement dated as of September 22, 2000 relating to the 1997
                  Director and Officer Loan Credit Agreement.

         4.5      Agreement dated as of September 22, 2000 relating to the 1998
                  Director and Officer Loan Credit Agreement.

         4.6      Agreement dated as of September 22, 2000 relating to the 1999
                  Director and Officer Loan Credit Agreement.

         4.7      Guaranty and Subordination Agreement dated as of September 22,
                  2000 under the Senior Secured Revolving Credit Agreement dated
                  as of May 30, 2000.

         4.8      Guaranty and Subordination Agreement dated as of September 22,
                  2000 under the Credit Agreement dated as of May 30, 2000.

         4.9      Guaranty and Subordination Agreement dated as of September 22,
                  2000 under the Amended and Restated Credit Agreement dated as
                  of August 26, 1997.

         4.10     Guaranty and Subordination Agreement dated as of September 22,
                  2000 under the 364-Day Credit Agreement dated as of September
                  25, 1998.

         4.11     Guaranty and Subordination Agreement dated as of September 22,
                  2000 under the Five-Year Credit Agreement dated as of
                  September 25, 1998.

         4.12     Guaranty and Subordination Agreement dated as of September 22,
                  2000 under the Credit Agreement dated as of August 28, 1998.

         99.1     Press Release of Conseco, Inc. issued on September 22, 2000.

         99.2     Analyst Presentation dated September 25, 2000.


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